Abstract: Shortly after construction of a subdivision in the southwest Denver metropolitan area in 1986, a portion of the subdivision built directly on steeply-dipping strata of the Pierre Shale began experiencing damaging differential movements, causing house foundations to fail and pavements to warp and crack. This formation is a Late Cretaceous marine clay-shale composed predominantly of fluvial mixed-layer illite/smectite and quartz. During deposition of the shale, periodic and explosive volcanism generated thin beds of bentonite, consisting initially of volcanic ash and subsequently altered to nearly pure smectite. Some of these bentonite beds were exposed in a trench adjacent to the subdivision and perpendicular to the strike of the steeply-dipping strata. The thickest bentonite beds correlated well with linear heave features that these beds parallel the bedrock strike throughout the subdivision were mapped via severely deformed pavements. Mineralogical data show the bentonite bed that correlates with the worst damage within the subdivision consists of about 62% smectite by weight with mixed-layer illite/smectite expandability of 92%. By comparison, a sample of the typical silty claystone, which is fluvial mixed-layer illite/smectite mixed with detrital quartz from the adjacent strata, had about 23% smectite by weight with 70% to 90% illite/smectite expandability. Geotechnical tests for swell potential show that samples of 2 bentonite beds swelled 39% to 43% compared to 2% to 8% for samples of the typical silty claystone. It is proposed that differential swell resulting from stratigraphically-controlled differences in clay mineralogy and grain-size is the primary factor controlling extreme damage for this geologic setting.